Legal Oak Agreement

LEGAL OAK AGREEMENT

This Legal Oak Agreement (the "Agreement") is made and entered into on this day of , (the "Effective Date"), by and between Client Name: (the "Client"), and Service Provider Name: (the "Provider").

RECITALS

WHEREAS, Provider is engaged in the business of providing legal drafting, consultation, and related professional services and possesses expertise and resources to prepare legal documents, counsel and advisory deliverables; and

WHEREAS, Client desires to retain Provider to provide certain legal services and deliverables described herein and Provider is willing to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement set forth the terms governing the scope of services, compensation, confidentiality, ownership of work product and other rights and obligations of the parties.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Definitions

1.1 "Confidential Information" means non-public information disclosed by a party, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that is (a) or becomes generally known to the public other than by breach of this Agreement; (b) rightfully received from a third party without restriction; (c) independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) required to be disclosed by law or court order subject to the notice provisions of this Agreement.

2. Scope of Services

2.1 Provider will perform the services and deliver the deliverables described in the Service Description below (the "Services"). Provider shall use reasonable care, skill and professional judgment in performing Services and shall comply with applicable professional standards.

3. Term and Termination

3.1 Term. This Agreement commences on the Effective Date and continues for a period of unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon thirty (30) days' prior written notice to the other party.

3.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

4. Fees and Payment

4.1 Fees. Client shall pay Provider the fees set forth below for the Services. All fees are due in U.S. dollars unless otherwise agreed in writing.

4.2 Expenses. Client shall reimburse Provider for reasonable out-of-pocket expenses incurred in connection with performance of the Services, provided that Provider obtains Client's prior written consent for any single expense in excess of .

5. Confidentiality

5.1 Confidentiality Obligations. Each party agrees to hold Confidential Information of the other party in strict confidence and to use such information only as necessary to perform its obligations under this Agreement. The receiving party shall take reasonable measures to protect Confidential Information, not less than those measures it uses to protect its own confidential materials.

5.2 Return or Destruction. Upon termination of this Agreement or upon written request, the receiving party shall return or destroy all Confidential Information of the disclosing party and certify in writing that it has done so, except that Provider may retain one archival copy solely for compliance and recordkeeping purposes.

6. Intellectual Property

6.1 Ownership of Provider Materials. Provider retains all right, title and interest in and to Provider's pre-existing intellectual property, tools, methodologies and templates ("Provider Materials"). Nothing in this Agreement transfers ownership of Provider Materials to Client.

6.2 Deliverables. Subject to Client's timely payment of all fees and expenses owing under this Agreement, Provider hereby assigns to Client all right, title and interest in and to the final deliverables specifically prepared for Client under this Agreement ("Deliverables"). Provider reserves the right to use general knowledge, skills and experience gained in connection with the Services for other purposes, provided that no Confidential Information of Client is disclosed.

7. Warranties; Disclaimer

7.1 Provider warrants that it will perform Services in a professional and workmanlike manner in accordance with generally accepted industry standards. Provider's sole obligation and Client's exclusive remedy for breach of the warranty set forth in this Section shall be re-performance of the nonconforming Services, provided Client notifies Provider in writing within thirty (30) days of delivery.

7.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

8. Indemnification

8.1 Client Indemnity. Client shall indemnify, defend and hold harmless Provider and its officers, directors, employees and agents from and against any and all third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Client's use of the Deliverables, Client's breach of this Agreement, or Client's violation of applicable law.

8.2 Provider Indemnity. Provider shall indemnify and hold Client harmless for claims to the extent such claims arise from Provider's gross negligence or willful misconduct in performing the Services.

9. Limitation of Liability

9.1 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR FRAUD, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, OR FOR LOST PROFITS OR REVENUE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

10. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, delivered by courier, or three (3) days after deposit in the mail, postage prepaid, to the addresses set forth below or to such other address as either party may designate by notice in accordance with this Section.

11. Amendments; Waiver

11.1 Amendments. No amendment to this Agreement shall be effective unless made in writing and signed by duly authorized representatives of both parties.

11.2 Waiver. The failure of either party to enforce any right or remedy under this Agreement shall not constitute a waiver of such right or remedy or any other right or remedy.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of laws principles.

13. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

14. Counterparts; Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means, including facsimile or image scan, shall be deemed original signatures for all purposes.

15. Entire Agreement

This Agreement, including any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

Additional Provisions

Sign Now